Globe Asphalt Paving/EngrGlobe Asphalt Paving Company '
' Engineering Department- 2009 ncir f 06 •,a 3. D9,, p)
r\pproprianonk22.0143469; [.Q. ,f19820 APPROV
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Contract Not To'Excead `537,700.00 ®
FOi®?? oy. ,
AGREEMENT.'FOR PURCHASE OF GOOD S'AND"SERVICES
THIS AGREEMENT FOR PURCHASE OF GOOBS:AND.SERVICES ("Agreement") is hereby entered into by
and between the City of Carmel,, Indiana, acting by°and through its Board of Public Works and Safety ("City'), and
Globe Asphalt Company, an entity,duly authorized to do business in tile-State.of`Indiana ("Vendor").
TERMS AND CONDITIONS
ACKNOWILEDGMENT„ACCEPTANCE:
Vendor, acknowledges that;it.has read and understands th'is.Agreement, and agrees thaVits. execution of
same•cohstitutes;iis"acceptance of all of the Agreement's terms:and conditions.
2. PERFORMANCE:
City agrees to purchase the goods and/or services (tfie "Goods and Services") from Vendor using City
budget appropriation number 2201-43409 funds. Vendoragrees to provide the.iGoods and Services and to
otherwise perform the requirements of this,;Agreiarl by applying at all times the highest technical and
industry standards.
3. ?RICE ANDRAYMENT'TERMS:
3.1 Vendorestimates -that the total price forthe Goods and Services to, be, provided to city hereunder
shali.be no more than ThirtySeven Thousand Seven.Hundred Dollars ($37,700.00) (the "Estimate').
Vendor shall submit an `invoice to: City no more than once every ihrrly(36) days detailing the Goods
and Services provided to City within such time period. City shall pay"Vendor for sudh Goods and
Services within sixty ('d) days after the.date.of City's receipt of Vendors'invoice detailing same, so
long as and to the extent such Goods and Services are noVdispuled, are in accordance with the
specifications set forth in Exhibit A, are submitted on an invoice that contains the inf.orm,ation
contained on, attached Exhibit B; and Vendor has otherwise performed and satisfied. all the terms
and,conditions of-this Agreement.
3.2 Vendor agrees notdo;provide any Goods and Services•to City that would cause the total cost of the
Goods=and Services proBided by Vendor to City hereunder'to,exceed 'the Estirnate,,unless City has
previously agreed, in writing, to pagan amount in excess thereof.
4'. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement wit! conform to those
certain, specifications„ descriptions and/or quotationsregarding same as were provided to Vendor by City
and/or by Vendor to and accepted by City pursuant to or as part of that certain City of Carmel Engineering
Department BidProposal Package, for "#09-02 'Carmel Access Bike 'Route and. Loop Identification
Improvements Project"received bythe,City of Carmel 'Board of,Public Works and Safety on or about May 20;
20091, allot which;documents are'!ncorporated herein by reference, and'that'the Goods and Services will be
delivered in a timely, good and. workmanlike manner and free from, defect. 'Vendor acknowledges that it
knows of City's intended use and expressly warrants that the Goods and'•Services provided to City pursuant
to this Agreement have been selected: by Vendor based upon Cty'sstatsd.use and are fit and sufficient for
their particular purpose:.
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Globe Asphalt Paving Company'
Ehgiheering.Bepartment - 2009
Appropriation #2201-43409; P.Q. X19820
Cbntract'Noi To Exceed'337,700.00
5: TIME AND PERFORMANCE .
This Agreement shall, become effective as of the last date on which a party hereto executes same (".Effective
Date"),; and both parties=shall thereafter perform their obligations hereunder, in a timely.manner. Time is of
the essence:of this-Agreement.
6. DISCLOSURE AND.WARNINGS
If"requested by.Clty, Vendor shail`promptiy furnish to City, in,such form and detait.as City may direct; ajfst of-
all chemicals„ materials,'substances and items used `in or during the provision of the Goods and Services
provided hereunder, including the quantity, quality and concentration thereof and any other' information
relating thereto: At the time of the delivery,'of the Goods.and Services provided hereunder, Vendor agrees to
furnish: to City sufficient written warning and notice (including appropriale.labels on containers„and packing')
of any hazardous material utilized in or that is a,.part'of'the,Goods and Services;
7. LIENS:
Vendor shall not,cause or permit the filing of any lien om'anyof City's property. In the: eventany such fen is
filed and Vendor fails•lo.remove such iiemwithin ten (10) days after the.filing thereof,.by payment or bonding,
City shall have the nght to pay such lien or obtain such bond,.all at Vendor!s,sole cost and expense:
8. DEFAULT:
In the event Vendor. (a) reAydiates breaches or defaults under any:of. the terms or conditions of this.
Agreement; Including Vendor's warranties; (b)!fails to provide'the Goods and Services as specified herein;
(c) fails to make progress so as to endanger timely and proper provision of the Goods-and'Services and does
not correct such failure or breach within five (5) business days (or such sharfer period of time as is
commercially reasonable under the circumstances) afterxeceipt.of notice from City specifying such failure pr
bread ;,or"(d) becomes insolvent; is placed into receivership; makes a general assignment for the benefit of
creditors or dissolves, each such even t,conslitufing an event of'defauIt,hereunder ; City shall have the,right to
(1) terminate:ail or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights
and remedies available to City at law andlor'in equity.
9. INSURANCE AND ]NDEMNIFICATION;
Vendor shall procure and. maintain in full force and effect during the` eirm of this Agreement, with an.insurer
licensed to do business in the°State `of'Indiana,,such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workersr compensation; occupational disease, and/or
unemployment-compensation act; for bodily injuries including,.but'not limited to, personal injury, `sickness,
disease or death of or to any of Vendor's;agenis, officers,, employees,; contractors and subcontractors; and,
for any injury to or destruction of,property, including, but noi;iimiled`:to, any loss of use resulting therefrom.
The coverage amounts shall be no less than those amounts sei in attached Exhibit C- Vendor shall
cause'its insureis,to name City as an additional insured on all: such. insurance-policies;shall promptly provide
City, upon request, with copies of all such policies, and shall provide that such insurance policies shall, not be
canceled without thirty (30) days,prior notice to City; Vendorshalll indemnify-and hold harmless City from and
against any and all liabilities,, claims, demands or expenses (including, but not:limited:to, reasonable attvney
fees) for injury, death andlordamages'to-any person or property ansing'from.or in;connection with Vendor's
provision of Goods and Services-pursuaht_to or under this Agreementor Vendor's,use of City property,
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Globe Asphalt,Paving Company
Engineering Department - 2009
Appropriation 42201-43409; P.O. 419820
Contract Not To Exceed_537;706:00
Vendor further agrees to indemnify, defend and hold harmless City'and its officers, officials; agents and
employeestfrom all claims and suits of whatever type, including, but not limited`to, all court' costs, attorney
fees, and other expenses; caused by any actor omission of` Vendor and/or of any of Vendor's agents,
officers, employees, contractors or subcontractors in the performance of this Agreement, These
indemnificationobligahons"shall,survive the term lhatidii;of this Agreement.
16. GOVERNMENT COMPLIANCE:
Vendor agtees,to.comply'Wth all federal, state_and local laws, executive orders, rules; regulations and,codes
which maybe applicable to Vendors performance of its-obligations under this Agreement, and all relevant
prov'i'sions thereof are incorporated herein by,thisireference.`Vend_or.agrees to indemnify and. hold harmless
City from any loss; damage andlor fability'resulting from any such violation of such laws, orders, rules;
regulations and codes. This indemnification obligation shall survive the.termination of this Agreemdnt.
11. NONDISCRIMINATION:
Vendor- repfesents and warrants that it and all of its officers, employees; agents; contractors and
subcontractors shall campiy with all laws of flie United States, the State of Indiana and City-prohibiting
discrimination against any employee, applicant for.employment or other person in the, provision of ahy Goods.
antl Services provided bythis Agreement with, respect to their hire, tenure, terms, conditions and privileges of
employment and any other matter related to their employment or subconiracting, because of race„ religion,
color, sex, handicap,, national origin, ahcestry, age, disabled veteran status and/or Vietnam era' veteran
status.
12. NO IMPLIED WAIVER:
TheJailure,.of either party to requlre performance bythe other of any provision cf'this Agreement-shall not
affect tne:rightof`such party to require such performance at anytime tliereafl_ernor shall tne.waiver by any
party of a;breach of,any provision of this Agreement constjtule a waiver of any, succeeding breach of the
same.,or any other. provision hereof.
11 NON-ASSIGNMENT:
Vendor-shall not assign or pledge this, Agreement, whether: as collateral for a loan or otherwise, and shall not:
delegate its obligations under this Agreement without City's prior written consent
14. RELATIONSHIP OF PARTIES'.
The relationship of the parties hereto shall be as:provided for in this Agreement; and,neither Vendor nor any
of its officers, employees; contractors, subconlractbts and agents are employees of City. The contract price
set,forth herein shall be' tKe full and maximum compensation and monies required of City to be paid to
Vendor under or pursuant to this. Agreement.
15. GOVERNING LAW; LAWSUITS:
This Agreement is to be.constnied in accordance with and goverhed by the laws of the State of Ind ana,
except for'its conflict of laws,provisions. The parties agree hat; in'the event a lawsuit is filed hereunder, they
waive their right to a jury trial, agree to,file any such.lawsuit'ib?an appropriate court;in Hamilton Courity,
indlana'pnly, and'agree that such court is the appropriate;venue,for and has jurisdiction over same:
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GloheAsphalt Paving Company
Engineering Department- 2009
Appropriation 42201-43409;. ,,P.b. 419820
Contract Not To Exceed $37.700.00
16. SEVERABICITY'
If any term of this Agreement, is invalidor unenforceable under-any statute, regulation, ordinance, executive
orderoretWruleof law, such term.shall be deemed reformed or deleted,bufoniy;to the extent' necessary to
comply with-same, and the remaining provisions of this Agreement`si remain in full force and effect.
17. NOTICE:
Any notice provided for in this. Agreement will be sufficient if it is in writing and is delivered, by postage
prepaid U.S: certified mail, return receipt requested, to, the party Jo be notified at the address. specified
herein:'
If to City: City of Carmel
One Civic Square
Carmel,,Indiana•46032
ATTN. Mike McBride
AND
Douglas C. Haney, City Attorney,
Department of.Law
Ore-Civic Square
Carmel, Indiana 46032.
Iftc Vendor: Globe Asphalt Company
6445 E: 30'1 Street
Iridianapolis, Indiana 46219
'Telephone: 317-568=4344
E-Mail:: jshumaker (a)globeasphalt.com
ATTENTION: John F. Shumak"er, Vice President
Notwithstanding the above; notice of termination under paragraph 18 hereinbelow shall beieffecfive if given
orally,. as Iong.as written.notice is then provided, a%set forth hereinabove'within five (5) business days from
theAate of'such oral notice.
18. TERMINATION:
181 Notwithstanding anything to the contrary contained -in this Agreement, City may, upon notice to
Vendor, immediately terminate. this Agreement for cause, Jh the event of 'a default', hereunder by
Vendor and/or if sufficient funds are not appropriated or encumbered to pay for :the Goods and
Services to be,provided hereunder. In the event of such termination, Vendor shalf;tie entitled to
receive only payment for the undisputed invoice amount representing conforming Goods` and
Services delivered as of the date of termination, except,thatsuch payment amountrshall not exceed
the Estimate amount immeffect,at.thetime of termination, unless the.parties have;previously agreed :in
writing,to agreater amount..
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Globe Asphalt Paving. Company
Engineering,Department - 2009
Appropriaton #`,2201.4340; PO-419820
Contract 46%" o Ezceed,S37,700 00
18.2 City
terminate this AgreemenPat any time upon thirty (80) days,:prior notice to Vendor. In the
event may
f such termination, Vendor shall be entitled to receive only payment for the undisputed
invoice: amount of conforming Goods,and, Services delivered as of the date of termination; except
that such payment amount shall nohexceed the Estimate amount, in effect-at the:time of termination;
unless the parties'have previously agreed in writing to a,greater amount:
19, REPRESENTATIONS AND WARRANTIES
The'parties represent and warrant that they are authorized;to enter into this Agie meat and that the persons
executing ihis.Agreement have the authority, to bind tlieparty which they represent.
20.. ADDIT)ONAL.GOODS AND. SERVICES
Vendor understands and agrees',that'Citymay; from time to time, request Vendor to.provide additional'goods
and services. to City. When City, desires additional goods and services from Vendor, the City shall notify
Vendor of such additional. goods and services desired, as well'as the time frame in which same are-to'be
Provided. OnY
l'after CtYhas apProved Vendor's time and cost estimate for the provision of such additional
goods and services, has encumbered sufficient' monies to pay for same, and, has authorized Vendor, in
writing, to provide such additional goodsand,services, shall such,goods and services be.provided''by Vendor
to City' A copyofthe City's,authonzation documents for the;purchase of,atlditional goods and.serkes shall
be;numbered and attached hereto,in the orderin which'they are approved by City.
21. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in. Paragraph 18
hereinabove this Agreement shall be in effec1°ffor the Effective Date through, December 31„ 2009, and
shall, on the First day of each. January, thereafter, automatically renew fora period atone (?.) calendar,year,
unless otherwise agreed by the parties hereto.
22. HEADINGS
,
All, heading;and sections of this Agreement are, inserted for convenience'only and, do not'form a part of this
.Agreement nor limit„expand'crotherwise alter the meaning of any provision hereof:
23: BINDING EFFECT
The parties, and their respective officers, officials; agents, padners, successors, assigns and legal
representatives, are bound to the other with respect'to all of the.covenants„terms, warranties and obligations
set forth in Agreement
24: NO THIRD PARTY BENEFICIARIES'
This Agreement.gives no rights or benefits,to anyone other than City and Vendor.
25. ADVICE OF COUNSEL:
The parties warrantttiaYthey have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and. enter into "same'
freely, voluntarily, and without-any duress; undue-influence or coercion.
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v IVUCwSF]!dn e;IV]ug:wmpngY
Fngineering-?epartment - 2009
Appfopriari6n M01-43409; @i0. -P19820
Coritraci Not To Exceed $37,700.00
28'. ENTIRE AGREEMENT::
This Agreement, together with any ezhi5fi attached hereto orrreferenced herein, constitutes the entire,
agreement,hetweenVendor and City with respect to 'the subject rnatter'hereof, .and supersedes; all prior oral
or written representations.and agreements regarding "same. Notwifhsfahding.ary other teem or condition set
forth herein, but.subject'to paragraph 16 hereof, to:the.extent any term or`cond0ionconiained iwanyexhlbit
attached to this-Agreement or'in any documerit referenced herein conflicts:with any term or condition
contained in this Agreement; the,term:or condition contained in this Agreement, shalt-:govern and prevail.
This Agreement, may only be modified by written amendment executed by igath parties hereto, or-their
successorsrin interest.
IN WITNESS WHEREOF, the parties,hereto have made a_nd executed this Agreemeht follows,
CITY OF CARMEL, INDIANA '6 E ASPHALT-r6LAMPAN`F
GLOBE ASPHALT PAVING ',CO., INC.
by and through its Board of Public
Works'and Safely
By:
Jades Brainard Presiding Officer
Dafer- ? -'Ti
ary._ n Burke, mb
'Date: --
Lori S. ats _ ember
'Date:.
ATTEST:
By:
Authorized Signature
John F. Shy aker
Printed Name
Title
FiD/TItV.` 35-1501537
SSN, if Sole Tlroprlelo(
Date: MY r26, 2009
LY,n.?Myl4 rm?Ma?%u4arr'. rA4 eYNGINEFGI?GVWY)Rj19t<Fr\$Pil.lll CI lJIPAMYI•o?FA 4M,f??,i!r]6'IMY
PART 2
BID PROPOSAL
2.1 Base Bid .
The; :undersigned Bidder proposes to furnish all necessary labor, machinery; tools,
apparatus, materials, equipment; "service and other necessary supplies, and to perform an
-fiilfill all obligations incident thereto in strict: accordance with. and within the time(s)
provided' by theJerms and,conditions of"the Contract Documents for the above described
Work and Project; including anyapd all addenda thereto, for the Unit Prices; applicable to
`the Contract Items as stated, in Part 3, hereof, which Unit Prices, when multiplied by
estimated unit quantities for such Contract Items;, total the amounts listed below: The
Bidder acknowledges that evaluation` of the lowest Bid shall, be based. on such"=price and
further.acknowledges that the unit quantities listed in Part 3,ofthis ,Proposal are estirnatcs
solely for the;puipose of Bid,evaluation,and Contract award, and are;not to be construed
as exact or binding, The `Bidder acknowledges that the OWNER reserves the right-.to
award the Work as a,eombined Contract for both Bids (Pavement Inlay Bid and Signage
Bid) oral two,,separate?Contracts. The,Bidder; further understands that.all Work which
may result= on the Contract shall be compensated for on a Unit Price basis and that,-the
OWNER aod.ENGiNEER,,cannot; and' do not guarantee the;amcunt or quantity of: any
item of Work to be_performed orfurnishetl under the Contract:
Pavement Inlay -Bid _ arty-s vch t3icusaitd,seven hundred Dollars ($.37,700.00
Signage Bid No Bid
at.s (S_
"EXHIBIT. ? ??
BID-3
27 Express Route, 2. Sign, Left , EA 2
28 Express Route 3 Sign; Straight EA I.
29 Express Route 3 Sign, Right EA 4'
30 Express Route3Si'gn, Left EA 6
3 f Express Route 4 Sign; Straight EA 9
32 Express`Router4 Sign,,Right EA 4
33 Express`Route 4 Sign; Leff EA b
34 Express Route5'Sign, Straight- EA 3
35 Express, Route'7.Sign, Straight' EA 7
36 'Express-Route 7-Sign, Right EA 2
37 Express Route 7 Sign,, Left EA. .2
38 Express Route.9 Sign, Straight' EA 4
39 ExpressRoute 9 Sign, Right EA I
40 Express,Route 11 Sign, Right EA 3
41 Express Route I . Sign, Left EA 4
42 CAB Master Sign EA. 124
43 Sign,Post;Square..with Reinforced
Anchor. Base; T e I,.12-Feet EA 1.12
44 Decoiative:Sign Post„ 12-feet EA 7
Total Signage Bid
Pavement InlayPid 'Prices In Figures
Contract )escriptioti Unit' Estimated Unit Price Total Price
Item No. uand for item
45 Pavement Inlay; City Center Loop EA 13
145.
46 Pavement inlay; Cool Creek.Goop EA, 42
, $145:00 090.00
4T Paveineithlnlay, Village Loop EA 20
$145.00 ,$2,900.:00
48 •Paverent lntay: West Loop EA 3
$145.00
$ 435.1311
49 Pavement inlay, White`Riyer EA 10
Loo $145.00 $1,450M
50 Pavement Inlay, Express Route EA 172'
.
$7.45.00
24,9411.1010
otalPa venrent.ltrlayBil
'T t
700.00
S'
BID-5 "EXHIBIT
,..I, ruy of ? r e ?] I CERTIFICATE N0.009120155 0020
s. ?r u? a FEDERAL EXCISE TAX EXEMPT
- 354GODD972 -
ONE'CIVIC.SQUARE
CARMEI- NDIANA 46632-2584
RM APPROVED BY STATE BOARD OF ACCOUNTS FORICITY OF CARMEL - 1997'
TH15'NUMUER' MUST-APPEAR ON INVOICES. AIR
VOUCHER., DELIVERY MEMO, PACKING 5i1PS•
SHIPPING LABELS AND ANY CORRESPONDENCE.
HASE OROER DATE DATE REOUIRED REQUISITION NO. VENDOR NO. OESCRfPT10N
(vO? act cc.TO,R
VpOR >?? c? C n clQti kakv , v
1
5-4-.
FPEIGHT
QUANTITY I UNIT OF MEASURE I_ DESCRIPTION UNIT. PRICE EXTENSION
nd Invoice To:
?(1C?tv>95L>Y ? '/? 1
ELI
6E
rIT
X2-2
PLEASE INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT
PAYMENT
SNIPPING., INSTRU CTIONS
,HIP REPAID.
:.OD.SHIPMENTS CANNOT BE ACCEPTED.
'URCHASE ORDER NUMBER MUST APPEAR ON ALL
- - - ORDERED BY
NIPPING LABELS:
HISORDER ISSUED INCOMPLIANCE WITH CHAPTER R IAOTSh945 TITLE
ANC ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
- - -
?
,g CLERK-TREASURER
.
>CUMENT CONTROL.NO. VENrioR'coI?v